The bylaws of the University of Richmond Alumni Association establish the membership and procedures for officers, elections, and duties of the University's alumni governing body. Revised March 26, 2009.
The name of the Association shall be the University of Richmond AlumniAssociation, hereinafter referred to as the "Association."
The purpose of the Association is to enlist and encourage the interest of alumni in the University of Richmond (the "University"), in accordance with the Association's Mission Statement, and to promote, advance and foster the welfare and interests of the University and its alumni. The University of Richmond Alumni Association has been organized exclusively for charitable and educational purposes, including the distribution of resources to the University of Richmond as a qualified exempt organization under Section 501(c)(3) of the IRS Code. No part of the net earnings of this Association shall inure to the benefit of, or be distributable to its members, directors, officers or private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes.
No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in any political campaign on behalf of any candidate for public office (including the publishing and distribution of literature). Notwithstanding any other provisions of these articles,the Association shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal Income Tax under Section 501(c)(3) of the IRS Code (or corresponding provisions of any future IRS Law) or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the IRS Code (or corresponding provisions of any future U.S. IRS Law).
Whenever the context so requires, the singular number includes the plural; and, the masculine includes the feminine.
Those eligible for active membership in the Association shall include all degree recipients from the University of Richmond, who were members or eligible members of the Association prior to June 30, 2002. Further, all persons who have completed at least fifty-six (56) credit hours of study at the University, or have completed at least fifty percent (50%) of their University degree requirements, or any other University degree recipient shall be eligible for active membership in the Association.
Honorary membership shall be conferred upon any person, upon nomination by a member or members of the Board of Directors of the Association, and who shall be elected by a two-thirds (2/3) vote of the members present at a regular meeting of the Board of Directors.
Ex-officio membership in the Association shall be conferred upon: (i) the Assistant Vice President for Alumni Relations; (ii) each of the Deans of Richmond College; Westhampton College; the E. Claiborne RobinsSchool of Business; the School of Arts & Sciences; and, the JepsonSchool of Leadership Studies; (iii) the Relationship Manger to the Association as appointed by the Board of Trustees and (iv) a maximum of two (2) representatives from each of the University of Richmond LawSchool Alumni Association, the School of Continuing Studies Alumni Association, and any other schools established by the University, all as appointed by the respective schools' alumni organizations. Further,each of the serving student government presidents of the RichmondCollege Student Government Association; the Westhampton College Student Government Association; the E. Claiborne Robins School of BusinessStudent Government Association; and, the Jepson School of Leadership Studies Student Government Association, and any other student government association established by the University shall be ex-officio members of the Board of Directors. All ex-officio members shall be non-voting members of the Association.
Annual support may be assessed as established by the Board of Directors of the Association for the purpose of raising funds necessary to the furtherance of the purposes of the Association.
Subject to the direction of the Board of Directors, the Planning and Operations Council, including the Treasurer, shall be responsible for maintaining the Association's financial records and for conducting the Association's financial affairs.
The officers of the Association shall consist of the President; Vice Presidents; Treasurer; Secretary and Immediate Past President.
The President shall be the chief executive officer of the Association and shall:
A. Preside over all meetings of the Association, the Board of Directors, and the Executive Committee.
B. Represent the Association at official University functions, which shall be deemed consistent with the purpose of the Association.
C. Appoint all Ad-hoc committees and Association representatives.
D. Be an Ex-Officio member of all committees, except the Nominating Committee.
E. Have the power to call such special meetings of the Board of Directors and the Executive Committee, as he shall deem necessary.
F. Appoint a parliamentarian to interpret the meaning of the Articles of Incorporation and By-Laws of the Association for the Executive Committee and the Board of Directors.
G. Appoint a Historian for the Association.
The Vice Presidents of the Association shall serve as the chairpersons of their respective councils with the following duties:
A. Vice President Planning and Operations shall serve as the chair of the Planning and Operations Council and shall guide and direct the financial activities and strategic activities of the Association. The Vice President Planning and Operations shall report to the Board no less than two times a year regarding the status of the Association's financial affairs.
The Treasurer shall be a member of the Planning and Operations Council and shall have custody of the Association's financial records and shall keep and maintain complete and accurate records of the Association's accounts and assets, including but not limited to records of all receipts and disbursements. The Treasurer shall deliver reports at the periodic meetings of the Planning and Operations Council, and whenever else required by the Vice President of Planning and Operations, the Planning and Operations Council, the Board of Directors or the President, and shall perform such other duties as may be prescribed by the Planning and Operations Council or the President
B. Vice President Outreach shall serve as the chair of the Outreach Council and shall spearhead the development and implementation of successful programs that further the mission of the URAA, serve as a liaison between the Association and the University. The Secretary shall be a member of the Outreach Council and shall: (i) have custody of, and maintain, all of the Association's corporate records except the financial records; (ii) record the Minutes of all meetings of theMembers, the Board of Directors, and the Executive Committee; (iii) send all notices of all meetings; and, (iv) perform such other duties as may be prescribed by the Board of Directors or the President.
C. Vice President Membership shall serve as chair of the Membership Council and shall oversee all aspects of nomination responsibilities for the Board of Directors.
The Directors of the Association shall:
A. Represent the membership as at-large members of the Association.
B. Have the power to establish policy for the membership of the Association and have the power to pass all such implementation of that policy on behalf of the membership.
C. Regularly participate in meetings of the Board of Directors.
D. Nominate and elect honorary members of the Association.
E. Serve on Standing, Ad Hoc, and Special Committees as appointed by the President or the Executive Committee.
F. Disperse all revenue available to the Association.
G. Develop final policies for the Nominating Committee, consistent with the recommendations and goals set forth in the Transition Committee's final report.
The Board of Directors for the Association shall be composed of the Directors and Officers, collectively, consisting of no more than twenty-eight (28) total members. The Nominating Committee shall be charged with maintaining a general diversity of representation for the Association's Board of Directors from among the University alumni's various constituents while keeping Board size within the range of twenty (20) to twenty-eight (28) members.
The Executive Committee shall be comprised of: The President, Vice Presidents, Secretary, Treasurer, the Immediate Past President of the Association, three at-large Directors of the Association and the Assistant Vice President for Alumni Relations; however, the Assistant Vice President for Alumni Relations and the Immediate Past President of the Association shall constitute non-voting members of the Executive Committee. The Executive Committee shall be responsible for the day-to-day management and operation of the Association's affairs with the assistance of the Alumni Office, and shall direct the operations of the Association. Further, the Executive Committee shall appoint a Nominating Committee each year for the purposes of proposing a slate of Officers and Directors. In the event a vacancy occurs in any Director or Officer position for the Association prior to regular annual elections, the Executive Committee shall have the power to fill any such vacancy for the remainder of the term prior to annual elections for such office.
The Board of Directors and the Executive Committee may hold their meetings at the Jepson Alumni Center on the Campus of the University, or at such other places, either within or without the Commonwealth of Virginia, as it may from time to time determine.
A regular annual meeting of the Board of Directors may be held at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon fifteen (15) days notice to the Directors, and may be called by the President or by the Secretary in a like manner upon written request of the Executive Committee. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him.
The Board of Directors shall meet no less than bi-annually (two times per year).
Officers and Directors shall be elected from a slate of nominees provided by the Nominating Committee. Officers and Directors shall be elected by a majority vote unless the President or a member or members of the Board shall specifically call for a written vote.
The President, Vice Presidents, Treasurer and Secretary shall be elected for a term of one (1) year and may succeed themselves in the same position for one additional one (1) year term.
Directors shall be elected for a term of three (3) years and may be elected for one additional consecutive three (3) year term.
The President shall serve as the Immediate Past President for a non-renewable term of one (1) year upon the expiration of his term as President.
Any member of the Association may make nominations to the Nominating Committee. The Nominating Committee shall screen all nominations as to eligibility, and shall provide a slate of nominees to the Executive Committee. Notwithstanding the foregoing, nominations made be made from the floor at any meeting called for the purpose of electing Officers and/or Directors for the Association.
All Officers and Directors of the Association shall hold their respective offices during the regular term thereof and until their respective successors shall be duly elected.
Elections shall be held during the final annual regularly scheduled meeting of the Board of Directors. Any individual who shall have been appointed by the President to fill a vacancy shall be considered duly elected upon confirmation by majority vote of the Board of Directors at the next subsequent meeting of the Board.
An Officer or agent elected or appointed by the President or Board of Directors may be removed, with or without cause, by the Board of Directors whenever in its judgment, the best interest of the Association will be served thereby.
The Association year shall commence on July 1 of each calendar year and shall end on June 30 of the following calendar year and the word "year" shall be so interpreted with reference to terms of office, payment of support, and all other matters dealt with herein.
The Board of Directors shall hold regular meetings.
The President may call such special meetings as he shall deem advisable to augment the purpose and objectives of the Association.
Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by regular U.S. mail, postage pre-paid by commercial courier, telecopier, facsimile, telegraph, electronic mail, or other means of written communication or by telephonic notice to the recipient. Members not entitled to vote shall not be entitled to receive notice of any meeting, except as otherwise provided by statute.
Except as specifically required pursuant to Va. Code § 13.1-801 et seq., whenever any notice is required to be given under the provisions of any law, or under the provisions of the Articles of Incorporation of the Association, or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
Any action of the Members, Directors and Committees may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all persons who would be entitled to vote on such action at a meeting and filed with the Secretary of the Corporation as part of the proceedings of the Directors or Committees as the case may be.
A Quorum of any meeting of the Association shall consist of a majority of the number of members present and voting.
A Quorum of any meeting of the Board of Directors or the Executive Committee shall consist of one-half of its members.
The Executive Committee shall appoint members to serve upon such standing Councils and/or committees as it shall deem advisable and necessary for the purposes and objectives of the Association, including but not limited to: (i) Planning and Operations; (ii) Outreach; and (iii) Membership
The President shall appoint all such Committees as he shall deem advisable and necessary to the purpose and objectives of the Association. Such committee(s) shall be considered terminated upon the completion of the purpose or objective to which they were created.
Amendments to these Bylaws may be proposed by any Member of the Association and must be presented to the Assistant Vice President for Alumni Relations in writing before being presented to the Board of Directors for consideration.
The Assistant Vice President for Alumni Relations shall make known to the members of the Board of Directors, in writing, all amendments which shall be considered by the Board at the next regularly scheduled meeting, or a special meeting, at least two days prior to such meeting.
Amendments to these Bylaws shall be enacted when ratified by a two-thirds (2/3) vote of the Board of Directors at either a regularly scheduled meeting or a special meeting.
Upon dissolution of the Association, the Board of Directors shall, after making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association in such manner, or to such organizations organized and operated exclusively for charitable and educational purposes as at the time shall qualify as an exempt organization under Section 501(c)(3) of the IRS Code (or a corresponding provision of any future U.S. IRS Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Court having jurisdiction in which the principal office of the Association is then located, exclusively for such purposes or to such organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
Subject to the terms hereof and to the provisions of the Virginia Non-Stock Corporation Act (Va. Code §§ 13.1-875, et seq.), during his term of office and thereafter, no Officer or Director of this Corporation or his estate, personal representatives or heirs, shall be liable to the Corporation or to anyone claiming under, through, or in the right of the Corporation by reason of any action taken or omitted by him in good faith in his capacity as such Officer or Director. The foregoing provision shall not exclude other defenses or rights such Officer or Director may be entitled to as a matter of law or equity.
Subject to the terms hereof, if, during his term of office or thereafter, any Officer or Director of this Corporation, or his estate, personal representatives or heirs, shall reasonably incur expenses or liabilities in defending any claim or litigation, by whomsoever asserted, arising out of or in connection with any action taken or omitted in good faith as such Officer or Director, the Corporation shall indemnify him, her or them against such expenses or liabilities. For the purpose of this paragraph, (a) the term "expenses or liabilities" shall include, but not be limited to,reasonable attorneys' fees, court costs, judgments and the costs of reasonable settlements, and (b) the term "reasonable settlements" shall include, but not be limited to, settlements or compromises approved by the Board of Directors or by counsel for the Corporation in a written opinion to the President that the settlement or compromise is in the interests of the Corporation and falls within these provisions of the By-Laws and applicable Virginia law. The foregoing right of indemnification shall not be exclusive of other rights to which such Officer or Director may be entitled as a matter of law or equity.
For the purposes of the foregoing provisions of these By-Laws, the good faith of an officer or director of this Corporation shall not be questioned on the ground that action was taken or omitted by him in reliance upon the correctness of information supplied by other officers or employees in the course of their duties or in reliance upon the advice of counsel for the Corporation.
The Corporation, its directors, officers, employees and agents shall be fully protected in making any determination as to the existence or absence of liability, in making or refusing to make any payment on the basis of such determination, and in taking any other action under these provisions of the By-Laws in reliance upon the advice of counsel.
Indemnification is available under this Article if the Director seeking indemnification conducted himself in good faith and believed (a) in the case of conduct in his official capacity with the Corporation, that his conduct was in its best interest; and (b), in all other cases, that his conduct was at least not opposed to its best interest; and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.
The Association shall identify and recommend qualified alumni to serve as Trustees. In connection with such recommendations, the Association's Nominating Committee shall be responsible for maintaining an ongoing list of qualified alumni candidates for service on the Board of Trustees and for soliciting recommendations from the University of Richmond administration, the Association Board of Directors and the alumni body. The Association's Nominating Committee shall be responsible for presenting to the Executive Committee a list of qualified candidates to fill any vacancies on the Board of Trustees. Upon approval by the Executive Committee, the names of such alumni shall be communicated to the appropriate committee of Board of Trustees. In making recommendations the Executive Committee shall consider proportional representation on the Board of Trustees of all of the historical constituencies of the Association.
In addition to recommending alumni for service on the Board of Trustees, the Association shall recommend to the Board of Trustees the names of members of the Association's Board of Directors for service on committees of the Board of Trustees, as and when requested by the Board of Trustees.